“Drawing lessons from the financial crisis, the G30 calls on boards of directors of financial institutions to do far more to strengthen governance. The report stresses that values influence the behavior of those with governance responsibilities and the key to reform is to promote changes in the ways in which these individuals think about their responsibilities.”
Monthly Archives: April 2012
Crisis Management and Board of Directors
In this article you will find different kinds of crisis management which have more or less failed. At the end of the article there are some advice for board members and CEOs.
“I was working closely with the CEO of a large public company facing a crisis a few years ago. The company was in the news for days and it is fair to say the management team, the board and many employees felt under siege. The company was being hauled onto the carpet for issues related to the disclosure of confidential customer information. Many on the team knew that the issue, while serious, was contained to a small number of cases and could easily be corrected. Unfortunately, their message wasn’t getting through and as such, the CEO and his management team planned a major news conference to apologize and present a forward-looking plan to resolve the issue once and for all.
The day prior to the announcement, I was with the CEO preparing him for the news conference. Late in the afternoon came word that the Board Chair would not be available to participate. This came as a shock to the team. The CEO and Board Chair had a positive relationship. On major issues they always stood together. Given their history, the CEO turned to me and murmured, “Something really important must have come up for him to miss this”. I suspected that there was more to the decision than a scheduling conflict. As it turned out, his decision was an intentional move to distance the Board from the CEO.
It was soon clear that the Board had their own crisis management plan to announce… the termination of the CEO. The Board eventually came to the conclusion that the public would never accept that the very same leader that was in place while the breaches took place, could also be leader responsible for regaining public confidence.
Most Boards tend to stand arm-in-arm with the management team and the CEO during a crisis, saying that management enjoys complete support from the Board of Directors. This approach is correct in many cases. It is the duty of the Board to be informed, to be engaged, to provide counsel to management and to monitor both the effectiveness of the crisis management team and the impact of the crisis on the corporation. It is critical that directors do not try to manage the crisis on their own, over-react or speak to the media.
Where classic crisis management theory is light, as it relates specifically to the Board’s role in more complex situations. The scenarios described below provide different perspectives on Board involvement and obligations. The first is when the crisis relates specifically to the CEO. We have seen this situation play out in recent years where the CEO is accused publically of something illegal or inappropriate. Most recently, this happened at Hewlett Packard. Where, once informed, the Board acted proactively and clearly with regard to what had happened and communicated subsequent decisions taken…”
This is an extract from National, read full article here : National.ca
The Board Members and their mission in the organization
By Adina Genn from the netplace.com website
The article deals with the role of administrator :
Foster the role in board members and to encourage the creation within the (supervisory) board of committees responsible respectively for remuneration.
To resume, the author derives four core principles of governance system in order to contribute funds like “ Help identify and contact contributors” or “Offer knowledge and guidance based on their background in the organization or in the for-profit business community.
Of course, these roles may be different according to company size, sector …
For the full review check out this link : The Board Members
Canadian Manufacturers & Exporters announced an alliance with Leading Boards Inc ” Canada’s best software for the management of boards and committees”
OTTAWA (April 12, 2012) – Canadian Manufacturers & Exporters (CME) announced today a strategic business alliance with Leading Boards Inc., a Montreal-based board management software company.“This partnership enables CME to provide our members with Canada’s best software for the management of boards and committees,” says CME President & CEO, Jayson Myers.“The partnership between CME and Leading Boards will improve the board management of all CME members.”
Leading Boards Portal is a new service offered by CME to the association’s membership, who will benefit from preferred rates and a significant reduction in their costs of board management, in addition to improved corporate governance. For Leading Boards, this partnership is an opportunity to increase its visibility among CME members and to help those organizations drive efficient board meetings with a secure and user-friendly solution.
“This partnership with CME is an exciting opportunity for us,” says Jean-Marc Félio, CEO of Leading Boards. “With our unique e-governance solution, we can really make a difference in the life of many organizations – especially help them work smarter, safer and be more productive.” (Board Book)
About CME
Canadian Manufacturers & Exporters (CME) is Canada’s largest trade and industry association, and the voice of manufacturing and global business in Canada. The association represents more than 10,000 leading companies nationwide. More than 85 per cent of CME’s members are small and medium-sized enterprises. As Canada’s leading business network, CME – through various initiatives including the establishment of the Canadian Manufacturing Coalition – touches more than 100,000 companies from coast to coast, engaged in manufacturing, global business and service-related industries.
CME’s membership network accounts for an estimated 82 per cent of Canadian manufacturing production and 90 per cent of goods and services exports.
About Leading Boards
Leading Boards provides a unique bilingual, highly secured board portal, also available on the iPad. With streamlined communications, efficient paperless meeting preparation, collaboration between meetings, Leading Boards leads organizations towards effective governance. Based in Montreal, Quebec, with a growing presence in Canada, in Latin America, North Africa and Middle East, Leading Boards is the international standard for boards and committees. (www.leadingboards.com)
What if Board Member is Treasurer and Chair of Audit Committee?
By Beth Deazeley from the nonprofitrisk.imaginecanada.ca
We have found an excellent article on the governance in a Charity Board of directors writting by Beth Deazeley in 2009.
To resume :
This article deals on the following topic : A small board of directors in charity (under $1M) has appointed one of its directors to be treasurer. That same person is also the chair of the audit committee. Is that permitted?
To read more:
nonprofitrisk.imaginecanada.ca
2011 Board Practices Report – Deloitte
This report by the Deloitte Center for Corporate Governance and the Society of Corporate Secretaries and Governance Professionals provides results from a survey of over 200 corporate secretaries on topical governance questions, including shareholder engagement, board committees, strategy, and sustainability. New to this eighth edition is an analysis of director qualifications, which includes insight on board composition related to gender, age, and ethnicity…
2011 Board Pracices Report by Deloitte
A Practical Guide to CEO Succession Planning
By Clarke Murphy, Managing Director at Russell Reynolds Associates
In Touch with the Board – Russell Reynolds Associates’ in touch with the Board series addresses best practices in board composition, assessment, succession planning and other critical corporate governance issues. In this issue, Clarke Murphy and the CEO/Board Services Practice discuss the specific elements and timeline of a successful CEO succession plan, as well as the steps necessary to ensure a smooth transition.
The transition from one CEO to another is a critical moment in a company’s history. A smooth transition is essential to maintain the confidence of investors, business partners, customers and employees and provides the incoming CEO with a solid platform from which to move the company forward. A properly designed and executed succession plan is vital for any successful transition.
CEO vacancies can be planned or unplanned. In either scenario, by the time a succession plan is needed, it is far too late to start building one, and it is incumbent upon the board to make succession planning a priority, even in the face of more immediate and tangible issues. In addition to mitigating risk, succession planning brings with it several beneficial byproducts:
• It provides a framework that drives senior executive development, aligning leadership at the top of the enterprise with the strategic needs of the firm.
• It gives the CEO, through an ongoing analysis of the job requirements, the opportunity to adjust his/her role in light of changing business conditions and strategic imperatives.
• It strengthens the relationship and information flow between the board and senior management through the regular contact that is part of the board’s review of candidates.
Russell Reynolds Associates regularly advises boards and CEOs on chief executive officer succession planning, and, from this experience, we have developed the following practical guide.
This is an extract from the article Busmanagement.com
Sudden Death of a Ceo : Death and Succession planning
Sudden Death of a Ceo : Death and Succession planning
By Professor, David F. Larcker and Brian Tayan, Researcher, Corporate Governance Research Program, Stanford Graduate School of Business
It is very difficult for shareholders to know detailed information about CEO succession planning among the companies they have invested in. Although CEO deaths are rare, the sudden death of a CEO can provide insight into the quality of succession planning and governance of a company. Whereas some companies are able to appoint a successor immediately, others take weeks or months to do so.
Tech CEOs – life on the edge of risk management
By Aarty Maharaj
“Heading up a company is not all it’s cracked up to be. A CEO has to be a master - at almost everything. Whether it’s legislative advocacy, solid corporate governance practices, strategic planning or even choosing the right staff members, these head honchos must be able to balance every aspect of an organization’s future and stand at the forefront of success or failure.
In the tech industry, for instance, CEOs have been experiencing a significant amount of change. Sometimes these executives are stretched too thin because of the complex nature of tech services now driven by the evolving social networking platform. In this setting, the job of the CEO goes beyond simply achieving excellence in strategic execution. He or she must have the ability to react quickly to a situation, craft capabilities and watch for early warnings of changes. In business, this is where risk management comes in.
A report on Business Insider, On the hot seat: 10 tech CEOs who could be fired tomorrow, examines major risk management missteps some executives have made while heading up a tech company.
According to the report, the following CEOs are expected to get the boot soon: Dick Costolo, CEO of Twitter, who has yet to demonstrate the social networking site is more monetizable than AIM or chat; Scott Thompson, Yahoo’s new CEO who is already wrestling with a proxy fight against shareholder activist Dan Loeb; and Andrew Mason, Groupon’s CEO who can’t seem to get the company’s financial reporting right – as a result, the ‘deal-of-the-day’ website is undergoing an investigation by the SEC.
‘These are strategic risk oversight and management on steroids – mostly about exploring how millions of people ‘stick’ to social media and then monetizing,’ says Brian Barnier, an industry analyst and risk management expert…”
This is an extract from Corporate Secretary, to read more: www.corporatesecretary.com
